01—Abstract
Summary
Summary of the 8-K filed June 6, 2025. Cited figures are marked; the original filing is the authoritative source.
At its Annual Meeting of Stockholders held on June 4, 2025, Super Micro Computer, Inc. stockholders approved a further amendment and restatement of the Company's 2020 Equity and Incentive Compensation Plan.
The Plan authorizes the Compensation Committee to grant cash awards and equity-based compensation, including stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards, to non-employee directors, officers, employees, and certain consultants and service providers. A total of 103,000,000 shares of common stock are available under the Plan, consisting of 85,000,000 shares previously approved by stockholders before 2025 and 18,000,000 newly approved shares. Stockholder approval also increased the incentive stock option share limit by 18,000,000 shares and updated the Plan's whistleblower protection language.
No grants may be made under the Plan on or after June 4, 2035. Stockholders also elected Robert Blair and Susan Mogensen (Susie Giordano) as Class III directors to serve until the annual meeting following fiscal year 2027. Stockholders approved the non-binding advisory resolution on named executive officer compensation, with 253,339,433 votes for, 14,076,545 against, and 1,200,258 abstentions.
They also ratified BDO USA, P.C. as the independent registered public accounting firm for the fiscal year ending June 30, 2025, with 423,162,655 votes for, 1,873,600 against, and 817,535 abstentions. The filing reports the votes on each proposal, including broker non-votes where applicable.
The Plan amendment received 222,133,712 votes for, 45,279,842 against, and 1,202,682 abstentions, and the filing states that Proposal 4 was approved. The full Plan is filed as Exhibit 10.1.
02—Key points
Key Highlights
- Stockholders approved a further amendment and restatement of the 2020 Equity and Incentive Compensation Plan at the June 4, 2025 Annual Meeting.
- A total of 103,000,000 shares of common stock are available for awards under the Plan, including 18,000,000 newly approved shares.
- Stockholder approval increased the incentive stock option share limit by 18,000,000 shares.
- Robert Blair and Susan Mogensen (Susie Giordano) were elected as Class III directors, each to serve until the annual meeting following fiscal year 2027.
- Stockholders approved the non-binding advisory resolution on named executive officer compensation, with 253,339,433 votes for and 14,076,545 against.
- BDO USA, P.C. was ratified as the independent registered public accounting firm for the fiscal year ending June 30, 2025, with 423,162,655 votes for and 1,873,600 against.
- No grants may be made under the Plan on or after June 4, 2035.
03—Questions
Frequently Asked Questions
What did stockholders approve regarding the 2020 Equity and Incentive Compensation Plan?
Stockholders approved a further amendment and restatement of the Plan, which authorizes cash and equity-based awards to non-employee directors, officers, employees, and certain consultants and service providers. The vote was 222,133,712 for, 45,279,842 against, and 1,202,682 abstentions. The full Plan is filed as Exhibit 10.1.
How many shares are available under the amended Plan?
A total of 103,000,000 shares of common stock are available for awards, consisting of 85,000,000 shares originally approved before 2025 and 18,000,000 newly provided shares approved at the Annual Meeting. Forfeited shares under the Plan and the predecessor 2006 and 2016 equity plans after June 5, 2020 may also become available, subject to the Plan's share counting rules.
Who was elected to the Board at the Annual Meeting?
Robert Blair and Susan Mogensen (Susie Giordano) were elected as Class III directors. Mr. Blair received 246,220,951 votes for and 22,395,285 withheld, and Ms. Mogensen (Giordano) received 265,783,514 votes for and 2,832,722 withheld. Each will hold office until the annual meeting of stockholders following fiscal year 2027 or until a successor is duly elected and qualified.
Did stockholders support the Company's executive compensation?
Stockholders approved the non-binding advisory resolution on compensation of the named executive officers as disclosed in the proxy statement, with 253,339,433 votes for, 14,076,545 against, and 1,200,258 abstentions.
Which firm was ratified as the independent auditor?
Stockholders ratified BDO USA, P.C. as the independent registered public accounting firm for the fiscal year ending June 30, 2025. The vote was 423,162,655 for, 1,873,600 against, and 817,535 abstentions.
04—Continue